MASTER SERVICES AGREEMENT
THIS MASTER SERVICES AGREEMENT (the Agreement) is entered into as of January 17, 2019, (the Effective Date) by and between VENTYX BIOSCIENCES, INC., a corporation organized under the laws of Delaware, having a principal place of business at 662 Encinitas Blvd, Suite 250, Encinitas, CA 92024, USA (Ventyx), and BAYSIDE PHARMA, LLC, a corporation organized under the laws of California, having a principal place of business at 2600 Hilltop Drive, B-C219, Richmond, CA 94806, USA (BaySide).
WHEREAS, Ventyx is engaged in the development of pharmaceutical products;
WHEREAS, BaySide has personnel, expertise and facilities suitable for conducting certain research and development services on behalf of Ventyx; and
WHEREAS, Ventyx and BaySide desire to enter into this Agreement to govern the relationship between the parties and to define the conditions under which BaySide will perform services in support of the research and development of one or more of Ventyxs drug candidates.
NOW, THEREFORE, in consideration of the foregoing and the mutual covenants and premises contained in this Agreement, the receipt and sufficiency of which are hereby expressly acknowledged, the parties hereto agree as follows:
1.1 Ventyx Product means a particular Ventyx drug candidate for which BaySide will conduct a Project, as identified in the applicable Work Order.
1.2 Project has the meaning provided in Section 2.2.
1.3 Results has the meaning provided in Section 2.5.
1.4 Services means the particular tasks to be performed by BaySide for a given Project pursuant to this Agreement, as more fully set out in the applicable Work Order.
1.5 Work Order means the document for a given Project under which BaySide agrees to perform Services for such Project pursuant to this Agreement. Each Work Order will be agreed upon by the parties on a Project-by-Project basis as set forth in Section 2.2 and attached to and made a part of this Agreement.
1.6 Work Product will mean any and all results (including Results) and products (interim and/or final) of the Services performed by BaySide, whether tangible or intangible, including, without limitation, each and every invention, discovery, design, drawing, protocol, process, technique, formula, trade secret, device, compound, substance, biological material, pharmaceutical, method, software program (including, without limitation, object code, source code, flow charts, algorithms and related documentation), listing, routine, manual and specification, whether or not patentable or copyrightable, that are made, developed, perfected, designed, conceived or first reduced to practice by BaySide, either solely or jointly with others, in the course of or as a result of performing the Services.